Stephen H. Boodakian

About Stephen H. Boodakian

Stephen H. Boodakian (age 73) has served on the Winchester Bancorp, Inc. board since 2003. He is Principal of MERA Consulting Group, LLC (co‑founded in 2005) and a partner at Artisan Rug Restoration Co. since 2009, bringing entrepreneurial and small‑business operating experience to the board . He is classified as an independent director under Nasdaq standards .

Past Roles

External Roles

• No other public company directorships disclosed for Boodakian in the latest proxy .

Board Governance

• Independence: The board determined all directors except the CEO are independent; Boodakian is independent .
• Committee assignments: Not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees in FY2025 (Audit: Macdonald, Harte, Snow; Compensation: Merritt, Macdonald, Cotter, D. Hood, Perkins Salehpour; Nominating & Corporate Governance: D. Hood, Pierce Connolly, Carson) .
• Attendance: The board held 4 regular and 5 special meetings in FY2025; no director attended fewer than 75% of board and committee meetings on which they served .
• Board leadership: Separate independent Chair and CEO structure; independent directors meet in executive session; CEO annually evaluated by independent directors .

Fixed Compensation

Director fee framework effective January 1, 2025 (for context): Board member $750/meeting; Audit Chair $1,500/meeting; Audit member $800/meeting; Nominating/Comp Chair $1,200/meeting; Nominating/Comp/CRA member $700/meeting; Board of Investments $20,000/year; Chair of the Board $25,000/year; Clerk $1,000/meeting .

Performance Compensation

• No director equity grants or option awards disclosed; Company did not maintain an equity incentive plan in FY2025 and did not grant stock options to named executive officers; no director equity program is presented in the proxy .
• No performance‑based director compensation metrics disclosed (e.g., TSR, revenue/EBITDA targets) .

Other Directorships & Interlocks

• No interlocks or related party transactions involving Boodakian disclosed. Related party note: bank paid $2,030 to Curtis Law Office (Director Geoffrey Curtis’s firm) for real estate transactions; immaterial and reviewed under independence considerations .

Expertise & Qualifications

• Entrepreneur and small-business owner across consulting and services sectors; provides perspective on small-business customer needs and practical operating challenges relevant to a community bank .
• Long tenure (director since 2003) supports institutional knowledge and continuity on the board .

Equity Ownership

• No disclosure of pledged shares, options, or unvested equity for Boodakian .

Governance Assessment

• Committee coverage: Not serving on Audit, Compensation, or Nominating & Corporate Governance limits formal oversight touchpoints; his contributions appear primarily through full board service and potential non‑standing committees (e.g., Board of Investments), though specific committee memberships beyond the three standing committees are not disclosed .
• Alignment: Personal share ownership is modest (7,500 shares, <1%) relative to outstanding shares; combined with cash‑only director pay, equity alignment signal is limited. Note the mutual holding company controls ~55% of shares (Winchester Bancorp, MHC), which shapes overall governance dynamics and voting outcomes .
• Attendance and independence: Meets attendance expectations; classified independent; board maintains independent leadership and executive sessions—positive for oversight quality .
• RED FLAGS:
  • Section 16(a) filing compliance: Proxy notes Boodakian was delinquent on initial Form 3 due to EDGAR code delays—administrative in nature but noted for completeness .
  • Hedging policy: Company has not adopted a policy restricting hedging by employees, officers, and directors—an alignment concern for some investors .
  • Board familial ties (not involving Boodakian): Father–son directors (William P. Hood and David P. Hood) are on the board, which may raise independence/perception issues though not tied to Boodakian .
• Related party transactions: No transactions >$120,000 involving directors/officers since July 1, 2022; ordinary‑course loans at market terms only—mitigates conflict concerns .

Implications: Boodakian’s long service and small‑business expertise can aid community engagement and customer understanding. However, limited committee participation and modest equity ownership reduce direct oversight touchpoints and financial alignment. Absence of a hedging policy and noted Form 3 delinquency are mild governance negatives to monitor, though material conflict exposure is not evident from disclosed related‑party items .